SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- ---- Act of 1934
For quarterly period ended June 30, 2002
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Transition report pursuant to Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934
For the transition period from to
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Commission File Number 33-6534
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Motors Mechanical Reinsurance Company, Limited
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(Exact name of registrant as specified in its charter)
Barbados N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Bishops Court Hill, St. Michael, Barbados N/A
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(Address of principal executive offices) (Zip Code)
(246) 436-4895
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class As of June 30, 2002
Common Stock, no par-value 2,000
Participating Stock, no par-value 24,400
This quarterly report, filed pursuant to Rule 13a-13 of the General Rules
and Regulations under the Securities Exchange Act of 1934, consists of the
following information as specified in Form 10-Q:
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements
1. Balance Sheets as of June 30, 2002 and December 31, 2001.
2. Statements of Operations and Retained Earnings for the three
month and six month periods ended June 30, 2002 and 2001.
3. Statements of Cash Flows for the six month periods ended June 30,
2002 and 2001.
In the opinion of Management, the accompanying financial statements reflect
all adjustments, consisting of normal recurring accruals, which are necessary
for a fair presentation of the results for the interim periods presented. The
information furnished for the three and six month periods ended June 30, 2002
may not be indicative of results for the full year.
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MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
BALANCE SHEETS
(Expressed in U.S. Dollars)
June 30, December 31,
2002 2001
(unaudited) (audited)
------------ ------------
ASSETS
Investments $ 90,433,369 $ 87,537,024
Cash and cash equivalents 142,992 135,043
Accrued investment income 789,199 617,731
Due from Motors Insurance Corporation 1,390,278 0
Deferred acquisition costs 22,810,217 21,150,899
Advances to Shareholders 527,500 437,500
Prepaid expenses 37,500 21,630
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Total Assets $116,131,055 $109,899,827
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unearned premiums $ 89,634,122 $ 86,034,514
Reserves for unpaid losses 3,949,590 3,779,415
Accrued liabilities 181,321 150,217
Due to Motors Insurance Corporation 0 625,886
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Total liabilities 93,765,033 90,590,032
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STOCKHOLDERS' EQUITY
Share Capital
Common Stock-no par value;
Authorized - 2,000 shares;
issued and outstanding -
2,000 shares 200,000 200,000
Participating Stock-no par value;
Authorized - 100,000 shares;
Issued and outstanding -
24,400 shares as of June 30,
2002 and 25,000 shares as of
December 31, 2001 1,875,000 1,830,000
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2,075,000 2,030,000
Retained Earnings 18,521,974 17,982,346
Accumulated other comprehensive
Income/(loss) 1,769,048 (702,551)
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Total Stockholders' Equity 22,366,022 19,309,795
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Total Liabilities and
Stockholders' Equity $116,131,055 $109,899,827
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MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE THREE
MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
(Expressed in U.S. Dollars)
Three Month Periods Six Month Periods
Ended June 30, Ended June 30,
2002 2001 2002 2001
(unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- -----------
INCOME
Reinsurance premiums
assumed $10,667,591 $12,462,469 $21,553,988 $25,165,580
Decrease in unearned
premiums 1,928,762 852,088 3,599,608 1,678,286
----------- ----------- ----------- -----------
Premiums earned 12,596,353 13,314,557 25,153,596 26,843,866
----------- ----------- ----------- -----------
Investment income
Interest earned 1,096,433 1,193,964 2,251,176 2,340,166
Realized gains on
Investments-net 1,304,094 292,356 1,563,270 737,038
----------- ----------- ----------- -----------
Investment income 2,400,527 1,486,320 3,814,446 3,077,204
----------- ----------- ----------- -----------
TOTAL INCOME 14,996,880 14,800,877 28,968,042 29,921,070
----------- ----------- ----------- -----------
EXPENSES
Acquisition costs 3,186,040 3,441,283 6,393,644 6,979,677
Losses paid 8,994,114 10,061,053 18,399,924 20,232,166
Decrease in reserves
for unpaid losses (16,454) (66,251) (170,175) (94,884)
Administrative
expenses
Related Parties 62,257 61,400 118,296 118,074
Other 130,055 180,981 243,011 304,236
----------- ----------- ----------- -----------
TOTAL EXPENSES 12,356,012 13,678,466 24,984,700 27,539,269
----------- ----------- ----------- -----------
NET INCOME 2,640,868 1,122,411 3,983,342 2,381,801
RETAINED EARNINGS,
beginning of period 15,433,298 14,293,154 18,521,974 16,247,004
LESS: DIVIDENDS 0 0 (4,318,225) (3,083,096)
LESS: REDEMPTION OF
PARTICIPATING STOCK (91,820) (42,834) (204,745) (172,978)
----------- ----------- ----------- -----------
RETAINED EARNINGS,
end of period $17,982,346 $15,372,731 $17,982,346 $15,372,731
=========== =========== =========== ===========
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MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDED
JUNE 30, 2002 AND JUNE 30, 2001
(Expressed in U.S. Dollars)
Six Month Periods
Ended June 30,
2002 2002
(unaudited) (unaudited)
-------------- --------------
Cash flows from operating activities:
Reinsurance premiums collected $ 24,807,622 $ 23,805,905
Losses and acquisition expenses paid (24,356,030) (25,874,196)
Administrative expenses paid (313,942) (322,721)
Investment income received 2,434,355 2,392,533
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Net cash provided by operating
activities 2,572,005 1,521
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Cash flows from investing activities:
Purchases of investments (129,660,792) (36,998,461)
Sales and maturities of investments 131,648,808 39,948,811
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Net cash provided by investing
activities 1,988,016 2,950,350
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Cash flows from financing activities:
Proceeds from issuance of
Participating Stock 0 7,500
Redemption of Participating Stock (249,745) (202,978)
Dividends paid (4,318,225) (3,083,096)
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Net cash used in financing activities (4,567,970) (3,278,574)
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Decrease in cash and cash equivalents (7,949) (326,703)
Cash and cash equivalents,
beginning of period 142,992 1,736,235
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Cash and cash equivalents, end of period $ 135,043 $ 1,409,532
============== ==============
Reconciliation of net income to net cash
provided by operating activities:
Net income 3,983,342 2,381,801
Realized gains on investments (1,563,270) (737,038)
Change in:
Accrued investment income 171,468 46,206
Due to\(from) Motors Insurance
Corporation 2,016,164 (214,777)
Deferred acquisition costs 1,659,318 436,354
Advances to shareholders 90,000 (337,500)
Prepaid expenses 15,870 (3,105)
Unearned premiums (3,599,608) (1,678,286)
Reserves for unpaid losses (170,175) (94,884)
Accrued liabilities (31,104) 202,750
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Net cash provided by operating activities $ 2,572,005 $ 1,521
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Item 2. Management's Discussion And Analysis of Financial Condition And Results
of Operations
Critical Accounting Policies. During the quarter ended June 30, 2002, Motors
Mechanical Reinsurance Company, Limited (the "Company") had no change in its
critical accounting policies as previously disclosed within the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
Liquidity. It is anticipated that the Company will generate sufficient funds
from operations to meet current liquidity needs. Premiums generated by the
Company's reinsurance business combined with investment earnings plus proceeds
from the sale of Participating Shares will continue to be the principal sources
of funds for investment by the Company. Such funds will be available to meet the
Company's liquidity requirements. No capital expenditures are expected in the
foreseeable future.
On March 5, 2002, the Board of Directors authorized the payment of dividends to
eligible holders of Participating Shares aggregating $4,318,225.
Capital Resources. During the quarter ended June 30, 2002, no new series of
Participating Shares were added and 6 series were redeemed, bringing the total
number of series issued and outstanding to 244 as of the end of the quarter. As
of June 30, 2002, the share capital of the Company was $2,030,000 (compared with
$2,075,000 as of December 31, 2001) comprised of paid in capital with respect to
the Common Stock of $200,000 and paid in capital with respect to Participating
Shares of $1,830,000 (compared with paid in capital with respect to Common Stock
of $200,000 and paid in capital with respect to Participating Shares of
$1,875,000 as of December 31, 2001). In addition, the Company had surplus from
retained earnings in the amount of $17,982,346 as of June 30, 2002 compared with
$18,521,974 as of December 31, 2001. The net decrease in retained earnings is
primarily attributable to the dividend payment of $4,318,225 during the first
quarter of 2002, partially offset by net income for the six months ended June
30, 2002.
Results of Operations. During the quarter ended June 30, 2002, the Company had
net income of $2,640,868, compared with net income of $1,122,411 for the
comparable period in 2001. For the six month period ended June 30, 2002, the
Company had net income of $3,983,342 compared with net income of $2,381,801 for
the comparable period in 2001. As discussed below, the increases in net income
for the quarter and six month periods ended June 30, 2002 compared to the
comparable periods of 2001 were primarily a result of increases in investment
income resulting from gains on sales of fixed income securities (although to a
lesser extent with respect to the six month period ended June 30, 2002) combined
with improved underwriting results.
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Premiums earned decreased slightly to $12,596,353 during the quarter ended June
30, 2002 compared to $13,314,557 for the comparable period in 2001. Expenses
incurred during the quarter ended June 30, 2002 were $12,356,012 compared to
$13,678,466 for the comparable period in 2001. The Company experienced net
underwriting income for the quarter ended June 30, 2002 of $240,341 compared to
an underwriting loss of $363,909 for the comparable period in 2001. The ratio of
losses incurred to premiums earned for the quarter under review was 71% compared
to 75% for the comparable period in 2001.
For the six month period ended June 30, 2002, the Company had earned premiums of
$25,153,596 compared to $26,843,866 for the comparable period of 2001. Expenses
incurred during the six month period ended June 30, 2002 were $24,984,700
compared to $27,539,269 for the comparable period in 2001. The net underwriting
income for the Company was $168,896 for the six month period ended June 30, 2002
compared to an underwriting loss of $695,403 for the comparable period in 2001.
The loss ratio for the six month period ended June 30, 2002 was 72% compared to
75% for the comparable period in 2001. Other than as noted above there were no
material items to report for the six months ended June 30, 2002.
The decreases in earned premium and expenses for the quarter and six month
periods ended June 30, 2002, compared to the comparable periods of 2001, were in
large part attributable to the fact that the number of active series of
Participating Shares has been declining over that period and an increasing
number of policies reinsured by the Company are reaching a fully earned
position.
The fluctuations in loss ratios for the quarter and six month periods ended June
30, 2002 compared to the comparable periods of 2001 reflect normal changes in
loss experience, which are expected for the type of business underwritten, as
well as the ongoing efforts by Motors Insurance Corporation, the ceding company,
to improve underwriting results with respect to series of Participating Shares
that have produced unprofitable business. The Company's loss ratios for the
first six months of 2002 have continued to reflect an improvement in performance
by comparison to 2001.
Investment income for the quarter ended June 30, 2002 was $2,400,527 compared to
$1,486,320 for the comparable period of 2001. Investment income for the six
month period ended June 30, 2002 was $3,814,446 compared to $3,077,204 for the
comparable period of 2001. During the quarter ended June 30, 2002, the Company
realized gains on the sale of investment securities of $1,304,094 compared to
realized gains of $292,356 during the comparable period of 2001. During the six
month period ended
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June 30, 2002, the Company realized gains on the sale of investment securities
of $1,563,270 compared to realized gains of $737,038 during the comparable
period of 2001. Also, during the six month period ended June 30, 2002, the cash
flows from purchases and sales of investments increased significantly from the
comparable period of 2001 due to increased activity by the investment manager in
buying and selling securities in the Company's fixed income portfolio to take
advantage of realized gains resulting from increased market values. The Company
realized gains on the sale of investment securities during the quarter and the
six month period ended June 30, 2002 and June 30, 2001 as a result of sales of
fixed income securities, the value of which had increased as a result of
decreases in market interest rates.
The unrealized loss on investments was $702,551 at June 30, 2002 compared to an
unrealized gain of $1,769,048 at December 31, 2001. This decrease is mainly due
to decreases in the market value of the Company's investment in an international
equity fund and the reduction in the Company's unrealized gain position in its
fixed income portfolio resulting from the sale of securities. As at June 30,
2002 the international equity fund had an unrealized loss position of $1,772,453
compared to an unrealized loss of $259,422 as at December 31, 2001. The
Company's fixed income portfolio had an unrealized gain of $1,069,902 compared
to an unrealized gain of $2,028,470 at December 31, 2001.
As a result of adverse developments in international equity markets, the
Company's unrealized loss position in its international equity fund increased
from $1,772,453 at June 30, 2002 to $3,314,568 as of July 31, 2002. In the event
of future volatility in equity markets, the Company's unrealized loss position
could increase in the future.
For the quarter ended June 30, 2002 the Company had interest income of
$1,096,433 compared to $1,193,964 for the comparable period of 2001. For the six
month period ended June 30, 2002, the Company had interest income of $2,251,176
compared to $2,340,166 for the comparable period of 2001. These decreases were
largely attributable to falling interest rates during the first six months of
2002.
Forward Looking Statements. The foregoing Management Discussion and Analysis
contains various forward looking statements within the meaning of applicable
federal securities laws and are based upon Company's current expectations and
assumptions concerning future events, which are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
At the annual meeting of shareholders of the Company held on May 8, 2002 (the
"Annual Meeting") the holder of the Common Stock re-elected five directors,
William B. Noll, Thomas D. Callahan, John J. Dunn, Jr., Robert E. Capstack and
Peter R.P. Evelyn. The holders of Participating Shares present in person or by
proxy unanimously elected the sixth director, Harvey J. Koning. The holder of
the Common Stock also elected John A. Gressa and Kurt S. Halsey as alternate
directors for Messrs. Callahan and Capstack, respectively.
At the Annual Meeting, the shareholders of the Company, present in person or by
proxy, unanimously approved amendments to the Company's By Law No. 1. to allow
an incumbent Director elected by the holders of Participating Shares to be
re-elected to serve a second term of one year and to permit individuals who have
previously served as the director elected by the holders of Participating Shares
to be elected again.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) No reports on Form 8-K were filed during the quarter
for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTORS MECHANICAL REINSURANCE COMPANY,
LIMITED (Registrant)
By: s/Ronald W. Jones
-----------------------------
Ronald W. Jones
Vice President, Finance
Signing on behalf of
the Registrant, and
Principal Financial Officer
Dated: August 14, 2002
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